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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
<br /> AND BILATERAL ESCROW INSTRUCTIONS
<br /> (Commercial)
<br /> THIS AGREEMENT, entered into this _ day of , 2010, by and between the CITY OF
<br /> SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws
<br /> of the State of California (hereinafter referred to as the "City" or "Buyer"), and HPT CW Properties
<br /> Trust. a Maryland real estate investment trust (hereinafter called "Seller"), regardless of number or
<br /> gender;
<br /> WITNESSETH
<br /> For and in consideration of their promises, covenants and agreements hereinafter set forth, and
<br /> subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City, and
<br /> City agrees to purchase from Seller, all that certain real property (hereinafter referred to as "said real
<br /> property" or the "Property') described as follows:
<br /> All that certain real property located in the State of California, County of Orange, City of Santa Ana,
<br /> described as follows:
<br /> SEE ATTACHMENT 1, ATTACHED HERETO
<br /> AND BY THIS REFERENCE MADE A PART HEREOF
<br /> (Commonly known as a portion of 2600 Redhill, Santa Ana, CA)
<br /> (APN 430-221-19)
<br /> Said purchase and sale of said real property shall be in accordance with and subject to all of the
<br /> following terms, conditions, promises, covenants, agreements and provisions, to wit:
<br /> 1. Convevance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at
<br /> the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, the
<br /> date specified by City as herein provided. City shalt execute this Agreement within thirty (30) days
<br /> after City Council approval and notify Seller promptly once this Agreement has been approved and
<br /> executed as aforesaid. City shall specify the date on which the conveyance shall occur in a written
<br /> notice delivered to Seller at least ten (10) business days prior to the actual conveyance date (which
<br /> date shall occur within ninety (90) days from and after the date on which the City has approved the
<br /> Agreement).
<br /> I
<br /> 2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise
<br /> expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear
<br /> of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits,
<br /> limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and
<br />
<br /> all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15
<br /> below; provided, however, Seller makes no covenants or warranties as to its title to said real property
<br />
<br /> except as set forth in the Grant Deed delivered pursuant hereto.
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<br /> 25A-29
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